Lululemon 2010 Annual Report Download - page 103

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- 6 -
ARTICLE 2
PURCHASE AND SALE
1.3
S
CHEDULES
.
The following are the Schedules to this Agreement, each of which is an integral part hereof:
Schedule A
Lands and Permitted Encumbrances
Schedule B
Estoppel Certificate
2.1
A
GREEMENT
OF
P
URCHASE
AND
S
ALE
.
Subject to the terms and conditions of this Agreement and based on the warranties and representations herein contained, the Vendor
agrees to sell and the Purchaser agrees to purchase the Purchased Property on the Closing Date for the Purchase Price, all on an “as is-
where is
”
basis.
2.2
URCHASE
P
RICE
.
The Purchase Price for the Purchased Property will be $65,000,000, exclusive of HST. The Parties will use reasonable efforts to agree
prior to the Completion Date on an allocation of the Purchase Price among the Purchased Property. However, the Parties acknowledge
and agree that failure to agree on such an allocation prior to the Completion Date will neither confer on any Party the right to terminate
this Agreement nor result in the termination of this Agreement.
2.3
AYMENT
OF
P
URCHASE
P
RICE
.
The Purchase Price for the Purchased Property will be paid as follows:
(a) as to $1,000,000, by payment of such amount by the Purchaser to the Purchaser’
s Solicitors, in trust, and as a stakeholder under
the
Real Estate Services Act
, within two (2) Business Days after the Effective Date;
(b) as to $14,000,000, by payment of such amount by the Purchaser to the Purchaser’s Solicitors, in trust, and as a stakeholder
under the Real Estate Services Act , within two (2) Business Days after the satisfaction or waiver of the Purchaser’
s Conditions;
and
(c)
as to the balance of the Purchase Price (subject to the adjustments made pursuant to section 3.3), by payment of such amount by
the Purchaser to the Vendor pursuant to Article 8.
2.4
I
NVESTMENT
OF
D
EPOSIT
.
The Deposit will be invested by the Purchaser’s Solicitors in an interest-bearing trust account or certificate of deposit as approved by
the Purchaser, with interest for the account of the Purchaser unless the Deposit and interest is paid to the Vendor pursuant to
paragraph 2.5(a)(ii).